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Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

Facebook: Hypothetical Risk Factors are Insufficient Disclosure When the Risk has Occurred

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The SEC announced charges against Facebook Inc. for making misleading disclosures regarding the risk of misuse of Facebook user data.  According to the SEC, for more than two years, Facebook’s public disclosures presented the risk of misuse of user data as merely hypothetical when Facebook knew that a third-party developer... Read More

Topics: Litigation, Public Companies and Securities

ISS Opens Global Policy Survey for 2020

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Institutional Shareholder Services Inc.  has launched its Annual Policy Survey.  The survey is a key component of ISS’ annual benchmark policy development process, looking at potential policy changes globally for 2020 and beyond. Institutional investors, companies, corporate directors, and all other market constituents are invited to respond to the survey.... Read More

Topics: Public Companies and Securities

Agencies Adopt Final Rule to Exclude Community Banks from the Volcker Rule

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Five federal financial regulatory agencies adopted a final rule to exclude community banks from the Volcker Rule, consistent with the Economic Growth, Regulatory Relief, and Consumer Protection Act. The Volcker Rule generally restricts banking entities from engaging in proprietary trading and from owning, sponsoring, or having certain relationships with hedge... Read More

Topics: Errors & Omissions Liability

SEC to Consider Settlement Offers and Waiver Requests Simultaneously

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In a public statement, SEC Chairman Jay Clayton discussed the historical interplay between settlement offers and related waiver requests.  Chair Clayton noted: “Although settlement offers and waiver requests have generally been made contemporaneously, and resolution of both often is critical to achieving the necessary level of certainty, in recent years,... Read More

Topics: Litigation, Public Companies and Securities

The Right Way to Release Claims for Advancement on Termination of Employment

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In Ephrat et al v medCPU, Inc., the Delaware Court of Chancery considered whether a separation agreement released claims of advancement pursuant to medCPU’s, or the company’s, certificate of incorporation. The plaintiffs, former officers and directors of the company, sued to enforce their rights to payments under a separation agreement.... Read More

Topics: Employment, Litigation, Public Companies and Securities

FTC and DOJ Approve Changes to HSR Rules and Form

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The Federal Trade Commission, with the concurrence of the Antitrust Division of the U.S. Department of Justice, has approved amendments to the Hart-Scott-Rodino Rules and to the instructions for filling out the Antitrust Act Notification and Report Form, often referred to as the HSR Form.  The new HSR Form and... Read More

Topics: M&A